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GILEAD SCIENCES, INC. 8-K Report, Acquisition Completed (Oct 23, 2020)

Filed October 23, 2020For Securities:GILD

Summary

Gilead Sciences, Inc. (GILD) announced the completion of its acquisition of Immunomedics, Inc. on October 23, 2020. The transaction, valued at approximately $21 billion, was executed through a tender offer where Gilead acquired over 81% of Immunomedics' common stock at $88.00 per share, followed by a subsequent merger. This strategic move is expected to significantly bolster Gilead's oncology portfolio, particularly with the addition of Trodelvy, an approved therapy for certain types of metastatic breast cancer. The funding for this substantial acquisition was secured through a combination of a $1 billion term loan facility, approximately $5.5 billion in senior unsecured notes issued in late September 2020, and existing cash on hand. Investors will be closely watching the integration of Immunomedics and the performance of its key assets, especially Trodelvy, as Gilead aims to leverage this acquisition for future growth and market expansion in the competitive biopharmaceutical landscape.

Key Highlights

  • 1Gilead Sciences has successfully completed the acquisition of Immunomedics, Inc.
  • 2The total transaction value for the acquisition is approximately $21 billion.
  • 3The acquisition was completed via a tender offer, with Gilead acquiring over 81% of Immunomedics' shares at $88.00 per share.
  • 4The deal was funded through a mix of debt financing (term loan and senior notes) and cash on hand.
  • 5This acquisition is expected to significantly enhance Gilead's oncology pipeline, notably with the addition of the drug Trodelvy.
  • 6The tender offer expired on October 22, 2020, with the merger closing on October 23, 2020.

Frequently Asked Questions

The primary purpose of the acquisition was to significantly strengthen Gilead's oncology portfolio, particularly by adding Immunomedics' flagship drug, Trodelvy, which is approved for certain types of metastatic breast cancer and shows promise in other indications.

Gilead financed the acquisition through a combination of sources: proceeds from a $1 billion senior unsecured term loan facility, approximately $5.5 billion from the issuance of senior unsecured notes in late September 2020, and cash on hand.

The tender offer expired on October 22, 2020, with 188,227,162 shares, representing approximately 81.38% of Immunomedics' outstanding common stock, validly tendered and accepted for payment at $88.00 per share.

The financial statements of the acquired business (Immunomedics) and the required pro forma financial information will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the original filing date of October 23, 2020.